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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Clear Leisure Plc | LSE:CLP | London | Ordinary Share | GB00B50P5B53 | ORD 0.25P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.70 | 2.60 | 2.80 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMCLP
29 October
2020
Clear Leisure plc
("Clear Leisure", "the Group" or "the Company")
INTERIM RESULTS
For the 6 months ended 30 June 2020
Clear Leisure plc (AIM: CLP) announces its unaudited interim results for the 6
months ended 30 June 2020.
For further information please contact:
Clear Leisure
Plc
+39 335 296573
Francesco Gardin, CEO and Executive Chairman
SP Angel Corporate Finance (Nominated Adviser)
Jeff Keating / John Mackay
+44 (0)20 3470 0470
Leander (Financial PR)
+44 (0) 7795
168 157
Christian Taylor-Wilkinson
About Clear Leisure Plc
Clear Leisure plc (AIM: CLP) is an AIM listed investment company which has
recently realigned its strategic focus to technology related investments, with
special regard to interactive media, blockchain and AI sectors. The Company
also has shareholdings in a number of historical investments, primarily in
Italian real estate companies, which it is currently seeking through court
action, compensation from previous management for mismanagement.
For further information, please visit, www.clearleisure.co.uk
Chairman's Statement
Overview
The first half of 2020 has been characterised by the outbreak of the Covid-19
pandemic. This has affected the economies of all countries with no sign of
immediate recovery.
In this context, the Company has continued to manage its new technology
portfolio and its historical portfolio.
With regard to the Company's technology investments, PBV Monitor Srl ("PBV")
received an investment of EUR300,000 from an Italian investment company, valuing
the company at EUR3m, as announced on 28 January 2020. Clear Leisure retained its
10% shareholding in PBV. PBV continued on its roadmap, expanding its directory
services and more recently (in October), launching its Market Intelligence
Service.
Clear Leisure supported ForCrowd Srl, ("Forcrowd") the Italian crowdfunding
platform, in its early development, leading to the launch in May of its first
crowdfunding campaign, followed up by a second one in July.Whilst the results
of the first two campagins have been sllightly dissapointing mainly due to
Covid situation, there is an existing pipeline of more than 3 new potential
campaigns under evaluation
With regard to Geosim Systems Ltd, the Israeli 3D virtual mapping company,
during the first half of 2020 it delivered the Digital Twin model of one of the
largest international airports in Asia, despite the inevitable delays due to
Covid-19.
The Milan and London Digital Twin projects, announced on 16 December 2019, are
currently on hold, waiting for general market conditions to return to more
normal levels. These delays are necessary in order to avoid the risk of
interrupting data acquisition which would be a possibility should further
lock-down restrictions be imposed.
As announced in August the Company has been investigating the possibility of
setting up an Enterprise Investment Scheme fund ('EIS fund'), which would look
to invest in companies which focus on the integration of biological and digital
systems. Clear Leisure will investigate, source, analyse and perform due
diligence on innovative startups within this industry and mainly in the UK.
The Company has engaged Sapphire Capital Partners LLP, an FCA approved and
regulated investment management partner, to act as the Investment Manager and
manage the proposed EIS fund, aimed at professional and qualified investors.
The target fundraising is for GBP10m, with an initial round of GBP3m. No dilution
will take place for Clear Leisure's shareholders.
With regard to the Company's historical investment portfolio, at the first
hearing of the legal action against the former directors of Sipiem SpA, which
was held in the Venice Court in February, legal representatives of all parties
involved in the claim appeared in Court, including the legal representatives of
two insurance companies which have provided professional indemnity cover to the
majority of the eight defendants. As previously notified, the insurance
documents seen by the Company's directors indicate that insurance cover of up
to EUR2million per year had been provided. The alleged misconduct described in
the claim took place over a number of years. At the second hearing, held on 30
September 2020, the Judge appointed an independent expert to assess the value
of the damages of the claim. The judge in the case has set the hearing for
consideration of the expert reports for 10 March 2021.
During the period under review, the Company also managed to reduce costs by
more than GBP100,000 (on an annualised basis) by reducing its contracted London
office space, related secretarial support and other internal expenses.
Regarding Mediapolis, Clear Leisure 2017 Ltd ("CL2017"), the Company's wholly
owned subsidiary, reached an agreement in June with the Mediapolis Receiver
regarding the transfer of the Mediapolis sales proceeds. Under Italian
bankruptcy law, 20% of the auction proceeds must be kept in escrow by the
Receiver until the closing of the bankruptcy process. CL2017 received the first
payment of EUR1,480,933 in August whilst the second and final payment of EUR182,067
(less EUR50,000 if the potential claims mentioned above are assigned to CL2017)
will be made to CL2017 at the end of the bankruptcy procedure.
As part of the agreement, CL2017 is currently in a bidding process with the
Receiver to buy Mediapolis's rights to a potential claim against former
Mediapolis directors and members of its internal audit committee, which has yet
to be served. The exact amount of the claim is yet to be determined.
Eufingest, the Company's largest shareholder, continued to support the Company,
providing a further EUR150,000 loan facility and agreeing to reschedule the
maturity of all outstanding loans.
Financial Review
The Group reported a total comprehensive loss for the period to 30 June 2020 of
EUR363,000 (30 June 2019: loss EUR357,000). The operating loss for the period was EUR
228,000 (30 June 2019: operating loss EUR259,000). At 30 June 2020, the Group had
net liabilities of EUR1.4 million, compared to EUR132,000 at 30 June 2019. The Net
Current Assets of the Group, for the period under analysis amounted to EUR2.2
million, compared to EUR3.5 million at 30 June 2019.
Investments
An update on the Group's portfolio companies at 30 June 2020, is as follows
(percentage of equity held is shown in parenthesis):
GeoSim Systems Ltd ("GeoSim") (geosimcities.com) (4.53%): is an Israel based
company that develops 3D modelling software. Clear Leisure had confirmation by
Geosim that the most recent round of fundraising by GeoSim took place in June
2018 at a pre-money valuation in excess of US$11 million, corresponding to a
valuation for Clear Leisure's stake of EUR593k. Geosim has delivered on its
project in Asia to build a Digital Twin model of an international airport
despite the inevitable delays due to Covid-19.
PBV Monitor Srl (pbvmonitor.com) (10%): in December 2018 Clear Leisure acquired
a 10 per cent interest in PBV Monitor for a total consideration of EUR300,000
paid in new Clear Leisure ordinary shares at a price of 0.7882p each. PBV
Monitor is an Italian company specialising in the acquisition and dissemination
of data for the legal services industry, utilising proprietary market
intelligence tools and dedicated search software.
Sipiem SpA (50.17%): is a minority shareholder in T.L.T. SaS and owns a number
of real estate assets in Italy, including a minority stake in the Ondaland
Waterpark. It has issued a claim for EUR10.8m against the previous management
team and audit committee. The claim was acquired by Clear Leisure 2017 in the
first half of 2019. The third court hearing was held in the Venice Court on 30
September 2020. The judge ruled that an independent expert should be appointed
to assess the value of the damages claimed by Sipiem. Each party in the case
has the right to appoint their own experts. The judge in the case has set the
hearing for consideration of the expert reports for 10 March 2021.
Mediapolis Srl (84.04%): Currently in bankruptcy procedure. Clear Leisure 2017,
as main secured creditor, retains the unchallengeable rights to the proceeds of
the auction. As announced, during 2020, CL2017 reached a settlement agreement
with the Mediapolis receiver to the amount of EUR1,663,000 payable to CL2017,
with a first payment of EUR1,480,932 and a final payment of EUR182,068 at the
closure of the bankruptcy processOnce the final payment is received, CL2017
will have no further claim against Mediapolis. This represents a very important
milestone in the Company's life, bringing to a successful conclusion a very
complicated issue inherited from the previous management of the Company.
Clear Leisure 2017 (100%): Clear Leisure 2017 holds the remaining rights on the
auction proceeds (amounting to EUR182,067 with EUR1,480,932 having already been
paid during the second half of 2020). Once these amounts are paid, CL2017 will
remain the holder of other important assets: the EUR10.8m action for liability
against Sipiem previous management and Audit Committee and the EUR1.38m action
for liability against Sosushi previous management.
ForCrowd Srl (ForCrowd.com) (20%): In October 2019 the Company acquired a 20%
interest in ForCrowd, an Italian equity crowdfunding platform based in Milan.
The consideration of EUR221,090, was settled by the issue of 54,218,847 new
Ordinary Clear Leisure shares. In December 2019, ForCrowd officially launched
its crowdfunding platform. Subsequently in early 2020, despite the Covid
pandemic, ForCrowd started the first campaigns ("B4 tech" and "Meta Wellness").
The investment in ForCrowd is part of a strategy of Clear Leisure allowing
other portfolio companies to have an easy access to the crowdfunding resources
(e.g. Geosim's Digital Twins projects), whilst entitling Clear Leisure to
potential revenue streams (1% of funds received by investors on projects
introduced and 3% on funds introduced).
Miner One Limited (100%): The data centre currently remains on care and
maintenance although the recent rise in the price of Bitcoin has encouraged the
Company to reassess its options for when and where it recommences production.
Post 30 June 2020 Events
In August, The Company received EUR1,480,932, being the first tranche of the
court approved settlement in respect to the Mediapolis bankruptcy procedure.
Following the receipt of the first Mediapolis tranche, Clear Leisure repaid to
Eufingest the principal amount of EUR550,000 plus interest accrued on such loans
of EUR11,157. In addition, on 5 October 2020, the Eufingest loans had their
repayment date extended to 30 October 2020.
As announced in August, the Company engaged Sapphire Capital Partners LLP, an
FCA registered entity, to act as the Investment Manager in a proposed
Enterprise Investment Scheme Fund ("EIS" fund) launched together with Clear
Leisure, acting as Investment Manager. The fund will seek to invest in
companies which focus on the integration of biological and digital systems.
With regard to Sipiem's EUR10.8m legal claim against the former directors and
internal audit committee; following the second hearing held on 30 September,
the Judge ruled that an independent expert should be appointed to assess the
value of the damages claimed by Sipiem.
In October PBV Monitor launched its new online service, "PBV Intelligence".
Outlook
The Board remains committed to improving the financial position of Clear
Leisure by
1. managing of the historic portfolio assets (positive outcomes are expected
from claims of the Company),
2. continuing with its investment strategy in the technology sector, both
directly and via an EIS fund
3. further reduction of the debt position, if and when the conditions will
deemed appropriate.
The board remains confident as the technology investments remain very
promising, and the legal claims have strong merit.
Francesco Gardin
Clear Leisure PLC
CEO and Chairman
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 30 JUNE 2020
Six months to Six months Year
Note 30 June 2020 to 30 June ended 31
Unaudited 2019 December
Unaudited 2019
(Restated) Audited
Continuing operations EUR'000 EUR'000 EUR'000
Revenue 32 6 13
Cost of sales - -
32 6 13
Administrative expenses (260) (265) (1,397)
Operating loss (228) (259) (1,384)
Other gains and losses 6 - -
Finance charges (141) (98) (200)
Loss before tax (363) (357) (1,584)
Taxation - - -
Loss for the period attributable to (363) (357) (1,584)
owners of the parent
Other comprehensive loss:
Loss on translation of overseas - - -
subsidiaries
TOTAL COMPREHENSIVE LOSS FOR THE (363) (357) (1,584)
PERIOD ATTRIBUTABLE TO OWNERS OF THE
PARENT
Earnings per share:
Basic and diluted loss per share 3 (EUR0.001) (EUR0.001) (EUR0.003)
STATEMENTS OF FINANCIAL POSITION
AT 30 JUNE 2020
Notes As at As at As at
30 June 30 June 2019 31 December
2020 (Restated) 2019
EUR'000 EUR'000 EUR'000
Non - current assets
Investments 1,114 929 1,117
Total non-current assets 1,114 929 1,117
Current assets
Trade and other receivables 6,627 7,199 6,604
Cash and cash equivalents 1 3 -
Total current assets 6,628 7,202 6,604
Current liabilities
Trade and other payables (490) (378) (396)
Borrowings (3,969) (3,289) (3,750)
Total current liabilities (4,459) (3,667) (4,146)
Net current assets 2,169 3,535 2,458
Total assets less current 3,283 3,575
liabilities 4,464
Non-current liabilities
Borrowings (4,749) (4,678)
(4,596)
Total non-current liabilities (4,749) (4,596) (4,678)
Net liabilities (1,466) (132) (1,103)
Equity
Share capital 7,397 7,227 7,397
Share premium account 47,124 47,038 47,124
Other reserves 8,376 8,376 8,376
Retained losses (64,363) (62,773) (64,000)
Equity attributable to owners (1,466) (132) (1,103)
of the Company
Total equity (1,466) (132) (1,103)
AUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2019
Share Share Other Retained Total
Group capital premium reserves losses equity
account
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2019 7,227 47,038 8,376 (62,416) 225
Total comprehensive loss for - - - (1,584) (1,584)
the year
Issue of shares 170 86 - - 256
At 31 December 2019 7,397 47,124 8,376 (64,000) (1,103)
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 JUNE 2019
Share Share Other Retained Total
Group capital premium reserves losses equity
account
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2019 (as 7,227 47,038 10,504 (62,826) 1,943
previously stated)
Restatement - - (2,128) 410 (1,718)
At 1 January 2019 (Restated) 7,227 47,038 8,376 (62,416) 225
Total comprehensive loss for
the period (357) (357)
At 30 June 2019 7,227 47,038 8,376 (62,773) (132)
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 JUNE 2020
Share Share Other Retained Total
Group capital premium reserves losses equity
account
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January 2020 7,397 47,124 8,376 (64,000) (1,103)
Total comprehensive loss for - - - (363) (363)
the period
At 30 June 2020 7,397 47,124 8,376 (64,363) (1,466)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2020
Six months Six months Year ended
to 30 June to 30 June 31
2020 2019 December
(Restated) 2019
Unaudited Unaudited Audited
EUR'000 EUR'000 EUR'000
Cash used in operations
Loss before tax (363) (357) (1,584)
Fair value changes 6 (6) 27
Finance charges 141 98 200
(Increase)/decrease in receivables (23) 286 882
Increase/(decrease) in payables 93 (131) (78)
Net cash outflow from operating (146) (110) (553)
activities
Cash flows from investing activities
Interest paid - - -
Net cash inflow from investing - - -
activities
Cash flows from financing activities
New borrowings 150 200 291
Repayment from borrowings (3) (354) -
Interest paid - - (5)
Net cash inflow/(outflow) from 147 (154) 286
financing activities
Net increase/(decrease) in cash for the 1 (264) (267)
period
Cash and cash equivalents at beginning - 267 267
of year
Cash and cash equivalents at end of 1 3 -
period
NOTES TO THE FINANCIAL STATEMENTS
1. General Information
Clear Leisure plc is a company incorporated and domiciled in England and
Wales. The Company's ordinary shares are traded on the AIM market of the
London Stock Exchange. The address of the registered office is 22 Great
James Street, London, WC1N 3ES.
The principal activity of the Group is that of an investment company
pursuing a strategy to create a portfolio of companies.
2. Accounting policies
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period covered by these consolidated
financial statements.
Basis of preparation
The interim financial statements of Clear Leisure Plc are unaudited
consolidated financial statements for the six months ended 30 June 2020 which
have been prepared in accordance with IFRSs as adopted by the European Union.
They include unaudited comparatives for the six months ended 30 June 2019
together with audited comparatives for the year ended 31 December 2019.
The interim financial statements do not constitute statutory accounts within
the meaning of section 434 of the Companies Act 2006. The statutory accounts
for the year ended 31 December 2019 have been reported on by the company's
auditors and have been filed with the Registrar of Companies. The report of
the auditors was qualified in respect of the valuation of the investment in
Geosim Systems Ltd, the accounting treatment adopted for convertible loans, and
the omission of Mediapolis Investment S.A and Alntiak S.A. from the
consolidated accounts. The report of the auditor also contained an emphasis of
matter paragraph in respect of a material uncertainty regarding going concern.
Aside from the limitation of scope relating to Geosim Systems Ltd, Mediapolis
Investment S.A and Alntiak S.A., the auditor's report did not contain any
statement under section 498 of the Companies Act 2006.
The interim consolidated financial statements for the six months ended 30 June
2020 have been prepared on the basis of accounting policies expected to be
adopted for the year ended 31 December 2020, which are consistent with the year
ended 31 December 2019 except as stated below:
Going concern
The Group's activities generated a loss of EUR363,000 (2019: EUR357,000) and had
net current assets of EUR2,169,000 as at 30 June 2020. The Group's operational
existence is still dependent on the ability to raise further funding either
through an equity placing on AIM, or through other external sources, to support
the on-going working capital requirements.
After making due enquiries, the Directors have formed a judgement that there is
a reasonable expectation that the Group can secure further adequate resources
to continue in operational existence for the foreseeable future and that
adequate arrangements will be in place to enable the settlement of their
financial commitments, as and when they fall due.
For this reason, the Directors continue to adopt the going concern basis in
preparing the interim accounts. Whilst there are inherent uncertainties in
relation to future events, and therefore no certainty over the outcome of the
matters described, the Directors consider that, based upon financial
projections and dependant on the success of their efforts to complete these
activities, the Group will be a going concern for the next twelve months. If it
is not possible for the Directors to realise their plans, over which there is
significant uncertainty, the carrying value of the assets of the Group is
likely to be impaired.
In relation to the impact of COVID-19 on the Company, the Company's employees
can carry out their duties remotely, via the network infrastructure in place.
As a result, there was no disruption to the operational activities of the
Company during the COVID-19 social distancing and working from home
restrictions. All key business functions continue to operate at normal
capacity.
Notwithstanding the above, the Directors note the material uncertainty in
relation to the Group being unable to realise its assets and discharge its
liabilities in the normal course of business.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business. The
key risks that could affect the Company's medium-term performance and the
factors that mitigate those risks have not substantially changed from those set
out in the Company's 2019 Annual Report and Financial Statements, a copy of
which is available on athe Company's website:
www.clearleisure.com. The key financial risks are liquidity and credit risk.
Critical accounting estimates
The preparation of interim financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the end of the reporting period. Significant items subject to
such estimates are set out in note 3 of the Company's 2019 Annual Report and
Financial Statements. The nature and amounts of such estimates have not changed
significantly during the interim period.
3. Loss per share
The basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period. Diluted earnings per share is
computed using the same weighted average number of shares during the period
adjusted for the dilutive effect of share warrants and convertible loans
outstanding during the period.
The profit and weighted average number of shares used in the calculation are
set out below:
Six months to Six months to Six months
30 June 2020 30 June 2019 to
31
December
2019
(Unaudited) (Unaudited) (audited)
EUR'000 EUR'000 EUR'000
Loss/profit attributable to owners
of the parent company:
Basic earnings (363) (357) (1,584)
Diluted earnings (363) (357) (1,584)
Basic weighted average number of 618,891 299,593 618,891
ordinary shares (000's)
Diluted weighted average number of 618,891 299,593 618,891
ordinary shares (000's)
Basic and fully diluted earnings
per share:
Basic earnings per share (EUR0.001) (EUR0.001) (EUR0.003)
Diluted earnings per share (EUR0.001) (EUR0.001) (EUR0.003)
IAS 33 requires presentation of diluted earnings per share when a company could
be called upon to issue shares that would decrease earnings per share or
increase net loss per share. For a loss making company with outstanding share
options and warrants, net loss per share would only be increased by the
exercise of out-of-the money options and warrants, so no adjustment has been
made to diluted earnings per share for out-of-the money options and warrants in
the comparatives.
5. Investment Policy
The Company intends on identifying and investing in investment opportunities
which it believes show excellent growth potential on a stand-alone basis and
which would add value to the Company's portfolio of investments through the
expertise of the Board or through the provision of ongoing funding.
It is the intention of the Company that the majority of investments will be
made in unlisted companies; however pre-IPO and listed companies may, from time
to time, be considered on a selective basis.
The Company believes that the collective experience of the Board together with
its extensive network of contacts will assist them in the identification,
evaluation and funding of investment targets. When necessary other external
professionals will be engaged to assist in the due diligence of prospective
targets. The Board will also consider, as it sees fit, appointing additional
directors and/or key employees with relevant experience as part of any specific
investment.
The Company may offer shares as well as cash by way of consideration for
prospective investments, thereby helping to preserve the Company's cash for
working capital. The Company may, in appropriate circumstances, issue debt
securities or borrow money to complete an investment.
6. Restatement of comparatives for the six months ended 30 June 2019
As stated in note 27 of the audited financial statements for the year ended 31
December 2019, it was necessary to restate the accounts for the year ended 31
December 2018. A number of adjustments were required as a result of incorrect
foreign currency translations, reclassifications of assets and liabilities, and
impairment of certain assets. The principles adopted when restating the 31
December 2018 accounts have been applied to the comparative information for the
six months ended 30 June 2019 set out herein.
7. Copies of Interim Accounts
Copies of the interim results are available at the Group's website at
www.clearleisure.co.uk. Copies may also be obtained from the Group´s registered
office: Clear Leisure PLC, 22 Great James Street London WC1N 3ES.
END
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